ICONIQ Strategic Partners II Co-Invest, L.P., DD Series Form 4 Datadog / Strategic Partners II Co-Invest, L.P., DD Series ICONIQ ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [ DDOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/04/2020		J⁽¹⁾		1,048,293	D	$0.00⁽¹⁾	118,591	D⁽²⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/04/2020		J⁽³⁾		820,601	D	$0.00⁽³⁾	92,831	D⁽⁴⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/04/2020		J⁽⁵⁾		379,668	D	$0.00⁽⁵⁾	40,016	D⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/04/2020		J⁽¹⁾⁽³⁾⁽⁵⁾		165,040	A	$0.00⁽¹⁾⁽³⁾⁽⁵⁾	389,102	D⁽⁷⁾⁽⁸⁾⁽⁹⁾
Class A Common Stock	12/04/2020		J⁽¹⁾⁽³⁾⁽⁵⁾		165,128	A	$0.00⁽¹⁾⁽³⁾⁽⁵⁾	389,302	D⁽⁷⁾⁽⁸⁾⁽¹⁰⁾
Class A Common Stock	12/08/2020		C⁽¹¹⁾		1,279,134	A	$0.00⁽¹¹⁾	1,397,725	D⁽²⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/08/2020		C⁽¹²⁾		1,001,302	A	$0.00⁽¹²⁾	1,094,133	D⁽⁴⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/08/2020		C⁽¹³⁾		469,564	A	$0.00⁽¹³⁾	509,580	D⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock								408,849	D⁽⁷⁾⁽⁸⁾⁽¹⁴⁾
Class A Common Stock								436,857	D⁽⁷⁾⁽⁸⁾⁽¹⁵⁾
Class A Common Stock								199,500	D⁽⁷⁾⁽⁸⁾⁽¹⁶⁾
Class A Common Stock								325,500	D⁽⁷⁾⁽⁸⁾⁽¹⁷⁾
Class A Common Stock	12/08/2020		S⁽¹⁸⁾		90	D	$96.7013⁽¹⁸⁾	509,490	D⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/08/2020		S⁽¹⁹⁾		532	D	$97.7635⁽¹⁹⁾	508,958	D⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/08/2020		S⁽²⁰⁾		746	D	$98.6376⁽²⁰⁾	508,212	D⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/08/2020		S⁽²¹⁾		70	D	$99.5313⁽²¹⁾	508,142	D⁽⁶⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²²⁾	12/08/2020		C⁽¹¹⁾			1,279,134	⁽²²⁾	⁽²²⁾	Class A Common Stock	1,279,134	$0.00	6,790,820	D⁽²⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock	⁽²²⁾	12/08/2020		C⁽¹²⁾			1,001,302	⁽²²⁾	⁽²²⁾	Class A Common Stock	1,001,302	$0.00	5,315,833	D⁽⁴⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock	⁽²²⁾	12/08/2020		C⁽¹³⁾			469,564	⁽²²⁾	⁽²²⁾	Class A Common Stock	469,564	$0.00	2,468,799	D⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock	⁽²²⁾							⁽²²⁾	⁽²²⁾	Class A Common Stock	1,890,426		1,890,426	D⁽⁷⁾⁽⁸⁾⁽¹⁶⁾
Class B Common Stock	⁽²²⁾							⁽²²⁾	⁽²²⁾	Class A Common Stock	3,084,381		3,084,381	D⁽⁷⁾⁽⁸⁾⁽¹⁷⁾

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II Co-Invest, L.P., DD Series

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II TT GP, Ltd

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Makan Divesh

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. On December 4, 2020, ICONIQ Strategic Partners II, LP ("ICONIQ II") distributed, for no consideration, in the aggregate 1,048,293 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

2. The shares are held by ICONIQ II.

3. On December 4, 2020, ICONIQ Strategic Partners II-B, LP ("ICONIQ II-B") distributed, for no consideration, in the aggregate 820,601 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

4. The shares are held by ICONIQ II-B.

5. On December 4, 2020, ICONIQ Strategic Partners II Co-Invest, L.P., DD Series ("ICONIQ II Co-Invest") distributed, for no consideration, in the aggregate 379,668 shares of the Issuer's Class A Common Stock (the "ICONIQ II Co-Invest Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Co-Invest Shares it received in the distribution by ICONIQ II Co-Invest to its partners, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

6. The shares are held by ICONIQ II Co-Invest.

7. ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ II, ICONIQ II-B and ICONIQ II Co-Invest. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. Iconiq Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the general partner of ICONIQ IV GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ II Parent GP and ICONIQ III Parent GP and Makan, Griffith and Matthew Jacobson are the sole equity holders and directors of ICONIQ IV Parent GP.

8. Each of ICONIQ II GP, ICONIQ II Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

9. These shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (3) and (5) above as well as prior distributions.

10. These shares are held by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (3) and (5) above as well as prior distributions.

11. On December 8, 2020, ICONIQ II converted in the aggregate 1,279,134 shares of the Issuer's Class B Common Stock into 1,279,134 shares of the Issuer's Class A Common Stock.

12. On December 8, 2020, ICONIQ II-B converted in the aggregate 1,001,302 shares of the Issuer's Class B Common Stock into 1,001,302 shares of the Issuer's Class A Common Stock.

13. On December 8, 2020, ICONIQ II Co-Invest converted in the aggregate 469,564 shares of the Issuer's Class B Common Stock into 469,564 shares of the Issuer's Class A Common Stock.

14. The shares are held by ICONIQ Strategic Partners III, LP ("ICONIQ III").

15. The shares are held by ICONIQ Strategic Partners III-B, LP ("ICONIQ III-B").

16. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

17. The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

18. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.23 - $97.22. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

19. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.23 - $98.22. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

20. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.23 - $99.22. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

21. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.23 - $100.03. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

22. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the earlier of: (i) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, and (ii) the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock.

Remarks:

	ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd, its General Partner, By: Kevin Foster, Title: Sr. Vice President, /s/ Kevin Foster	12/08/2020
	ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster,	12/08/2020
	ICONIQ Strategic Partners II Co-Invest, L.P., DD Series, By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster	12/08/2020
	ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster	12/08/2020
	ICONIQ Strategic Partners II TT GP, Ltd., /s/ Kevin Foster	12/08/2020
	Divesh Makan, /s/ Divesh Makan	12/08/2020
	William J.G. Griffith, /s/ William J.G. Griffith	12/08/2020
	** Signature of Reporting Person	Date
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ICONIQ Strategic Partners II Co-Invest, L.P., DD Series Form 4Datadog / Strategic Partners II Co-Invest, L.P., DD Series ICONIQ ownership change